subject to Employee’s continued service as of the achievement of each of the performance conditions; and

“Performance-Based Awards” means any Eligible Equity Award that is subject to performance-based vesting (whether or not also subject to vesting based on continued service) and for which achievement of the performance metrics has not been determined as of the Retirement Date.

For the 2016 performance period, paid out in 2017, you will be guaranteed a minimum of $320,000 subject to your continued employment.

“Performance Grant Period” means the total period with respect to which a Performance Grant is awarded and if earned is not payable until after such period is completed, including any period of continued service required after the achievement of applicable performance goals for any Plan Year within the Performance Grant Period.

Subject to your continued employment through the end of the Performance Period, any Shares earned hereunder will be issued after the end of the Performance Period following the Committee’s certification of performance results, authorization of any Share issuance, and considerations of other appropriate factors as the Committee may determine.

the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of [[Mr. Roberts:Person]]' employment, payable as and when such Performance Bonus would have been paid had [[Mr. Roberts:Person]]' employment continued;

Performance Periods. Each performance period for purposes of the Plan shall have a duration of one calendar year, commencing on January 1 and ending on the immediately following December 31 (“Performance Period”).

Performance Targets. On or before the 90th day of each Performance Period, the Committee shall establish in writing one or more performance targets (“Performance Targets”) for the Performance Period. The Performance Targets shall in all instances be determined on the basis of one or more of the following performance criteria, either individually, alternatively or in any combination, and applied either to the Company as a whole or to a subsidiary, division, affiliate, business segment or unit thereof: # earnings before interest, taxes, depreciation and amortization, # cash flow, # earnings per share, # operating earnings, # return on equity, # return on investment, return on shareholders’ equity, return on capital employed, return on invested cash, # total shareholder return or internal total shareholder return, # net earnings, # sales or revenue, # expense targets, # targets with respect to the value of common stock, # margins, # pre-tax or after-tax net income, # market penetration, # geographic goals, # business expansion goals, # goals based on operational efficiency, or # such other business or other performance criteria determined appropriate by the Committee.

Specific Performance. It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach his commitments under Section 3 or under the Invention and Trade Secret Agreement. Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein. Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.

Performance Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations under this Agreement: # in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments, work orders and other related documents; and # in a professional, commercially diligent basis, in accordance with the generally accepted industry and professional standards, procedures and practices.